Professional Documents
Culture Documents
INVESTMENT PROCESS
Introduction to Private Equity
Private Equity Placement Process
Private Equity Placement Process
Approaches to Valuation
Due Diligence Exercise
Due Diligence Exercise
Key Issues in DD/ SPA & SHA
Certain Minimum Rights to PE Investors
Monitoring
Exit
SEBI norms for private equity
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Global Private Equity Syndrome
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Private Equity in India – Growth over the years
Source: IVCA, Venture Intelligence, Grant Thornton
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Years denote Calendar years
4
PE Fund Raising for Indian Markets
In all US$ 50 billion will be invested in Indian markets over the next 3 years
In all US$ 50 billion will be invested in Indian markets over the next 3 years
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Net FII and FDI Flows
Source: Reserve Bank of India,
Data for 2009 includes flows from Jan – Sep 09
Data for 2009 includes flows from Jan Sep 09
• FDI inflows have been on an uptick since the past few years
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• Net FII flows are strong good market conditions but dry
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p in difficult
economic scenario
• Direct Investments are long term and considered stable, to help balance the
investment cycles
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Classification of Private Equity Funds (1)
Use leverage to do buyout deals, typically big deal sizes and long term
I. Buyout Fund
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financial and strategic
II. Growth Capital Classic PE investors providing capital to established businesses to attain
explosive growth through expansion – geography, products, delivery
Fund channels etc.
III. Proprietary Book Similar to a PE fund which can be either pure equity or structured to private/
public companies
of Banks
IV. Distress/ Special Funds focused on distress and invest in turnaround situations
Situation
V. Hedge Funds Public market fund with high return and high risk appetite, short term focus
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VI. Vent re Capital
Venture Typically provide the first round of capital to companies, smaller size and
long term horizon
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Classification of Private Equity Funds (2)
$6,000
Size in US$$ million
Buyout Fund
$5,000
Hedge Fund
$4,000
$3,000
Growth Capital
$2 000
$2,000
Fund S
Distress/ Special Situations
$1,000 Proprietary Book
Venture Capital
$0
0 2 4 6 8 10
Investment Time Horizon in Years
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PE – What do they bring besides Capital
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Challenges to PE in India
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The PE placement process
T+2 T+4 T+8 T+12 T+16
Information
Memorandum
Circulation
K Business
I Evaluation
C
K Negotiations and
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Term Sheet
O
F Financial and
Legal Due
F Diligence
Share Purchase
Share Purchase
Agreement and
Closure
Weeks
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The PE placement process
Business plan review by financial advisors in conjunction
Information
with the top management team of the company
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Memorandum
Circulation Preparation of sales collateral specific to the company and
deal
Varied forms of sales collateral are prepared by the Financial
Advisors – Teasers, Information memorandum, Financial
Model, Valuation Rationale etc.
Model, Valuation Rationale etc.
Short list PE investors based on industry, size of
investment, type and stage of investment
Touching base with the targeted PE Investors
Circulation of specific sales collateral
Wk 1-2
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The PE placement process
Initiating discussion with PE investors and review of
Business
Information Memorandum
Information Memorandum
E l
Evaluation
Financial Advisors continuously keep in touch with
investors and help resolve queries of the investors
Further information flow and clarifications
Market intelligence check on the business and industry
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players
Preliminary site visit and initial negotiations
Wk 2-4
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The PE placement process
Negotiations Multiple rounds of Investor Meetings
And Term IInvestors get comfortable with the business
t t f t bl ith th b i
Sheet model, industry, management and growth plans of the
company and means and ways to achieve them
Detailed negotiations on investment structure, terms and
valuations
Submission and signing of term sheet
Wk 4-8
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The PE placement process
Wk 8-12
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The PE placement process
Share Lawyers draft the Share Purchase Agreement on the lines
Purchase of the term sheet executed between the investor and the
of the term sheet executed between the investor and the
Agreement company
And Closure
Process of fund transfer and share certificate issuance
clearly defined and closing date confirmed to all parties
involved
Signing of SPA and transfer of funds to happen on the
Si i f SPA d t f ff d t h th
closing date
Wk 12-16
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Approaches to Valuation
Different assets may be valued using different valuation techniques.
Usually there are three approaches to valuation which are as follows:
Approaches to Valuation
pp
Precedent Transactions
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Due diligence (DD) exercise
Revenue and profitability trends
• Break‐up of various costs and operating margins
Fixed Assets
Fixed Assets
• Schedule of depreciation
• Revaluation of assets, if any
Investments
• Method of valuation of investments (subsidiaries if any)
• Ad
Adequacy of provisions
f i i
Liabilities
• Terms of the loans
Inventory details
Extent of working capital finance
Taxation matters
Contingent liabilities and implications thereof
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Due diligence (DD) exercise‐Cont’d
Review of documents relating to title to property and other assets
Review of leasehold agreements and comment on significant issues relating to the same
Review of agreements, contracts entered into by the company with major suppliers and
customers
Review contractual arrangements with employees, trade union agreements and
Review contractual arrangements with employees trade union agreements and
comment of potential liability if any
Review of all statutory compliance including status of licenses and permits essential for
running the business
running the business
Review of current, pending or potential litigation / claims by or against the Company,
or its directors and comment on potential liability
Review of such other matters that maybe relevant to the transaction
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Key Issues in Due Diligence
Accounting Methodologies
Past/ Current/ Future tax liabilities
Past/ Current/ Future tax liabilities
Contingent Liabilities
Legal contracts entered in to by the client with customers/ suppliers
Legal contracts entered in to by the client with customers/ suppliers
Clearances specific to business
Debtors greater than normal
Debtors greater than normal
Corporate MIS
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Key Issues in SPA/ SHA
Unusual findings from DD
Reps & Warrants
Board Resolutions
Indemnification
Conditions Precedent
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Certain minimum rights to PE Investors
Buyback clause
In the event of IPO not being undertaken, typically in 3‐5 year timeframe, most investors
include buyback clause for their investment exit. Such buyback arrangements can be with
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either the Company; or – the Promoter
Return Expectations: Depending on specifics of the investment, most investors typically seek
dollar‐adjusted 18‐24% p.a. IRR
Information requirements
A private equity investor looks for several information rights including access to monthly
MIS, quarterly financials and other confidential information presented to the Board apart
from Annual audited account
Board Representation
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Certain minimum rights to PE Investors
Anti‐dilution or Ratchet clause
“Ratchet clauses” or “anti‐dilution protection” refer to mechanism through which investors
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protect themselves from significant dilution. For example, to protect oneself against the risk of
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promoters diluting to friends and families or related entities at cheap valuation, investors
typically seek “ratchet” provisions built in the conversion/buyback terms, wherein the
conversion price is adjusted downwards or buyback clauses adjust for such dilution to allow
investors protect the percentage holding/IRR
investors protect the percentage holding/IRR.
Drag Along
Investor shall have the right to drag along the holding of the Core Promoters and their
Relatives and investment companies to the extent of XX% stake of the Company to facilitate an
exit through a strategic sale or any other means.
Tag Along
In the event of the Promoters proposing to sell, assign, or transfer any of their equity stake in
the Company exceeding XX% to any third party with the written consent of the Investor
the Company exceeding XX% to any third party, with the written consent of the Investor
during the tenure of the Agreement, in a single transaction or a series of related
transactions, the Investors, at their option, shall have the right to participate in the sale, in
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proportion to their equity shareholding in the Company at that time.
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Certain minimum rights to PE Investors
Customary Reps & Warrants
Customary representations and warranties including, but not limited to, organization and
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qualification, financial statements, accuracy and completeness of
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information, authorization, execution and delivery, validity and enforceability of
agreements, issuance of the shares, no material undisclosed liabilities, actions
pending, compliance with laws and environmental regulations, governmental
consent taxes insurance adequacy no conflict with agreements and charter
consent, taxes, insurance adequacy, no conflict with agreements and charter
provisions, capitalization, taxes, no default, cause all employees and consultants to execute
and deliver nondisclosure and development agreements for the term of their engagement
with the Company plus six months in a form reasonably acceptable to the Board of Directors
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and no material adverse change.
Cash‐flow
Cash flow Protection
Protection
While a typical investor seeks significant say in the operations and management of the
Company, we believe that on a minimal basis as well, given buyback provisions, such
investors will like to monitor the cash‐flow of the Company and as such prefer to have a say
i C i lB d i
in Capital Budgeting
Other cash outflow related decisions such as working capital management, etc.
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Certain minimum rights to PE Investors
Voting Rights
Term sheets often address issues of control in order to allow investors in a
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company to add value and also to exercise control if things go wrong. While
investors may not want majority board control if things are going well, they may
negotiate provisions that give them control if certain events occur. The golden rule
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often applies: he who has the gold makes the rules.
Covenants
Most preferred stock issues and debt issues have associated covenants, or things
f d k dd b h d h
that the portfolio company promises to do (positive covenants), and not to do
(negative covenants). They are negotiated on a case‐by‐case basis and often
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depend on other aspects of the deal. Failure to comply with covenants can have
d th t f th d l F il t l ith t h
serious consequences to the company such as automatic default and payments
due.
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Monitoring
The Investor post investment closely follows the growth of the investee company
Makes sure the business plan presented during the investment is strictly
Makes sure the business plan presented during the investment is strictly
followed
Various ways in which a PE investor plays a role post investment:
a ious ays i ic a E i es o p ays a o e pos i es e
Steering the company through board representation
Help in strengthening the management team wherever required
Marketing the company and its products within its network and do synergistic tie ups
Marketing the company and its products within its network and do synergistic tie‐ups
cross sell within its investee companies
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Exit Modes Available
IPO
Divestment/ Secondary buyout
M&A
Leveraged Buyout (LBO)
Buyouts
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Management Buyback
Strategic Buyout
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Management Buyout
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Mega Exits Through IPO
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Mega Exits Through Other Modes
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Guidelines for preferential allotment
Special resolution of the shareholders must be passed under S. 81 (1A) of
the Companies Act
SEBI Guidelines
Issue price shall be not lower than the higher of the following
Average of the weekly high and low of the closing prices of the shares
during 6 months preceding relevant date i e 30 days prior to the date of
during 6 months preceding relevant date i.e., 30 days prior to the date of
meeting u/s. 81 (1A) of the Companies Act
Average of the weekly high and low of the closing prices during 2 weeks
preceding relevant date
Instruments allotted on preferential basis shall be locked in for 1 year
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SEBI takeover code
Open offer
When the acquirer acquires 15% or more of shares
Public offer should be made for minimum 20% of the voting capital of
the company
Offer price should not be lower than the highest of the following
Offer price should not be lower than the highest of the following
Negotiated price at which trigger limit was reached (15th percent)
Price paid by acquirer for acquisition of shares during 26 week period
preceding public announcement
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Average of weekly high and low of the closing prices of the shares of
the target company during 26 weeks preceding date of public
announcement
Average of daily high and low of the closing prices during 2 weeks
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preceding date of public announcement
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Questions ?
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